3D-Readers is web-based text comprehension training software. Its primary market place is public schools. The aim of the system is to teach poor comprehenders metacognitive strategies which have demonstrated efficacy in increasing comprehension. With Phase II funding, 31 different science-oriented texts at five different decoding levels will be created. As students read through the texts they receive four opportunities to work on either a verbal strategy (create a question) or a visual strategy (interactively move images on the screen to facilitate the creation of a mental model). Students' questions are immediately scored by a proprietary on-line essay scoring algorithm. The visual imagery is also scored immediately and both of these scores are are shown to the students as feedback to enhance subsequent performance. At the end of the text, the students are asked eight open-ended questions. Their constructed answers are scored by the online algorithm. The on-line essay scoring algorithm is a valuable asset of the system which allows for assessment that moves away from the rigid, one-correct answer multiple choice format. 3D-Readers has been piloted with middle school poor readers, in the within-subjects design, students first read three texts on the computer without the embedded strategies. In the control condition, students unscrambled anagrams, in the final four experimental sessions students read texts that contained the embedded metacognitive verbal and visual strategies. The students scored higher on the experimental comprehension questions, t(19) = 3.05, p = .007. Text order and time-on-task were controlled for. The results indicate that working on strategies aided the readers in science-oriented text comprehension. In Phase II, a larger, between-subjects design will be implemented with elementary and high school-aged children reading 31 texts. The 3D-Readers system is appropriate for poor comprehenders, but it is also appropriate for gifted students who may want to tackle more difficult texts. It would also be of service to certain literacy-challenged adult populations who may have struggled with higher-level comprehension and/or science issues in the past. [unreadable] [unreadable]